**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

 

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**FORM 10-Q**

 

| **ý**                                                                                                                                                     |   | **QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**  |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------|
|                                                                                                                                                           |   |                                                                                          |
| **For  the quarterly period ended****March 31, 2003**                                                                                                          |
|                                                                                                                                                           |   |                                                                                          |
| **OR**                                                                                                                                                         |
|                                                                                                                                                           |   |                                                                                          |
| **o**                                                                                                                                                          |   | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|                                                                                                                                                           |   |                                                                                          |
| **For  the transition period  from           to         ** |
|                                                                                                                                                           |   |                                                                                          |
| **Commission  file number 1-10934**                                                                                                                            |

 

**ENBRIDGEENERGY PARTNERS, L.P.**

(Exact name of Registrant as specified in its charter)

 

| **Delaware**                                                    |                                                      | **39-1715850**                        |
|-----------------------------------------------------------------|-----------------------------------------------------------|---------------------------------------|
| (State or other jurisdiction of  incorporation or organization) |                                                      | (I.R.S. Employer  Identification No.) |
|                                                            |                                                      |
|                                                            | **1100  Louisiana  Suite 3300  Houston, TX  77002**  |
|                                                            | (Address of principal executive offices and zip code)     |
|                                                            |                                                      |
|                                                            | **(713) 821-2000**                                        |
|                                                            | (Registrant’s telephone number, including area code) |
|                                                                 |                                                           |                                       |  |

 

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Indicate by check markwhether the Registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the Registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes  ýNo o

 

Indicate by checkmarkwhether the registrant is an accelerated filer (as defined in Rule 12b-2 of theExchange Act)  ýYes  oNo

 

The Registrant had31,313,634 Class A Common Units outstanding as at May 1, 2003.

 

 

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**TABLE OF CONTENTS**

 
| **PART I. FINANCIAL INFORMATION** |                                                                                                        |
|-----------------------------------|-------------------------------------------------------------------------------------------------------------|
|                              |                                                                                                        |   |
| **Item 1.**                       | Financial Statements                                                                                        | 1 |
|                              |                                                                                                        |   |
|                              | Consolidated Statements  of Income  for the three month periods ended March 31, 2003 and 2002               | 1 |
|                              |                                                                                                        |   |
|                              | Consolidated  Statements of Comprehensive Income  for the three month periods ended March 31, 2003 and 2002 | 2 |
|                              |                                                                                                        |   |
|                              | Consolidated  Statements of Cash Flows  for the three month periods ended March 31, 2003 and 2002           | 3 |
|                              |                                                                                                        |   |
|                              | Consolidated  Statements of Financial Position  as at March 31, 2003 and December 31, 2002                  | 4 |
|                              |                                                                                                        |   |
|                              | Consolidated  Statement of Partners’ Capital  for the three month period ended March 31, 2003          | 5 |
|                              |                                                                                                        |   |
|                              | Notes to  Consolidated Financial Statements                                                                 | 6 |
|                              |                                                                                                        |   |
| **Item 2.**                       | Management’s  Discussion and Analysis of Financial Condition and Results of Operations                 | 8 |
|                              |                                                                                                        |   |
| **Item 3.**                       | Quantitative and Qualitative  Disclosures About Market Risk                                                 | 12 |
|                              |                                                                                                        |   |
| **Item 4.**                       | Controls and Procedures                                                                                     | 12 |
|                              |                                                                                                        |   |
| **PART II. OTHER INFORMATION**    |                                                                                                        |
|                              |                                                                                                        |   |
| **Item  1.**                      | **Legal Proceedings**                                                                                       | **13** |
|                              |                                                                                                        |   |
| **Item 6.**                       | Exhibits and Reports on Form 8-K                                                                            | 13 |
|                              |                                                                                                        |   |
| **Signatures**                    | 14                                                                                                          |
|                              |                                                                                                        |
| **Exhibits**                      |                                                                                                        |
|                                   |                                                                                                             |  |  |

 

*ThisQuarterly Report on Form 10-Q contains forward-looking statements. Theseforward-looking statements are identified as any statement that does not relatestrictly to historical or current facts. They use words such as “anticipate,”“believe,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,”“plan,” “position,” “projection,” “strategy” or “will” or the negative of thoseterms or other variations of them or by comparable terminology. In particular,statements, expressed or implied, concerning future actions, conditions orevents or future operating results or the ability to generate sales, income orcash flow are forward-looking statements. Forward-looking statements are notguarantees of performance. They involve risks, uncertainties and assumptions.Future actions, conditions or events and future results of operations maydiffer materially from those expressed in these forward-looking statements. Manyof the factors that will determine these results are beyond the ability of thePartnership to control or predict.  Foradditional discussion of risks, uncertainties and assumptions, see thePartnership’s 2002 Annual Report on Form 10-K.*

 

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***PART I******- FINANCIAL INFORMATION***

 

***ITEM 1.******                         FINANCIAL STATEMENTS***

 

***ENBRIDGE ENERGY PARTNERS, L.P.***

***CONSOLIDATED STATEMENTS OF INCOME***

 

*(unaudited;dollars in millions, except per unit amounts)*

 
| **Three months ended March 31,**               |   | **2003** |   | **2002** |   |
|------------------------------------------------|--------|----------|--------|----------|--------|
|                                           |   |     |   |     |   |
| Operating  revenue                             |   | $        | 896.1  |     | $      | 181.8 |   |
|                                           |   |     |   |     |   |
| Expenses                                       |   |     |   |     |   |
| Power                                          |   | 12.7     |   | 13.6     |   |
| Cost  of natural gas                           |   | 753.5    |   | 89.6     |   |
| Operating  and administrative                  |   | 52.6     |   | 27.8     |   |
| Depreciation  and amortization *(Note 3)*      |   | 23.4     |   | 18.3     |   |
|                                           |   |     |   |     |   |
|                                           |   | 842.2    |   | 149.3    |   |
|                                           |   |     |   |     |   |
| Operating  income                              |   | 53.9     |   | 32.5     |   |
|                                           |   |     |   |     |   |
| Interest  and other income                     |   | —   |   | 0.1      |   |
|                                           |   |     |   |     |   |
| Interest  expense                              |   | (21.3    | )      | (14.7    | )      |
|                                           |   |     |   |     |   |
| Minority  interest                             |   | —   |   | (0.2     | )      |
|                                           |   |     |   |     |   |
| Net  income                                    |   | $        | 32.6   |     | $      | 17.7 |   |
|                                           |   |     |   |     |   |
| Net  income per unit (*Note 2*)                |   | $        | 0.62   |     | $      | 0.43 |   |
|                                           |   |     |   |     |   |
| Weighted  average units outstanding (millions) |   | 44.6     |   | 33.7     |   |

 

The accompanying notes tothe Consolidated Financial Statements are an integral part of these statements.

 

1

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**ENBRIDGEENERGY PARTNERS, L.P.**

**CONSOLIDATEDSTATEMENTS OF COMPREHENSIVE INCOME**

 

*(unaudited;dollars in millions)*

 
| **Three months ended March 31,**                     |   | **2003** |   | **2002** |   |
|------------------------------------------------------|--------|----------|--------|----------|--------|
|                                                 |   |     |   |     |   |
| Net  income                                          |   | $        | 32.6   |     | $      | 17.7 |   |
|                                                 |   |     |   |     |   |
| Unrealized  loss on derivative financial instruments |   | (21.7    | )      | (14.5    | )      |
|                                                 |   |     |   |     |   |
| Comprehensive  income                                |   | $        | 10.9   |     | $      | 3.2 |   |

 

The accompanying notes tothe Consolidated Financial Statements are an integral part of these statements.

 

2

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***ENBRIDGE ENERGY PARTNERS, L.P.***

## ***CONSOLIDATEDSTATEMENTS OF CASH FLOWS***

 

*(unaudited;dollars in millions)*

 
| **Three months ended March 31,**                                                 |   | **2003** |   | **2002** |   |
|----------------------------------------------------------------------------------|--------|----------|--------|----------|--------|
|                                                                             |   |     |   |     |   |
| Cash  provided from operating activities                                         |   |     |   |     |   |
| Net  income                                                                      |   | $        | 32.6   |     | $      | 17.7 |   |
| Adjustments  to reconcile net income to cash provided from operating activities: |   |     |   |     |   |
| Depreciation  and amortization                                                   |   | 23.4     |   | 18.3     |   |
| Other                                                                            |   | 3.7      |   | 0.1      |   |
| Changes  in operating assets and liabilities,                                    |   |     |   |     |   |
| Accounts  receivable and other                                                   |   | (147.3   | )      | (14.2    | )      |
| Oil  shortage/overage balance                                                    |   | (3.3     | )      | 0.9      |   |
| Materials  and supplies                                                          |   | 0.8      |   | —   |   |
| General  Partner and affiliates                                                  |   | (20.8    | )      | 10.2     |   |
| Accounts  payable and other                                                      |   | 175.8    |   | 6.1      |   |
| Interest  payable                                                                |   | 12.2     |   | 12.3     |   |
| Property  and other taxes                                                        |   | 1.3      |   | 1.3      |   |
|                                                                             |   |     |   |     |   |
|                                                                             |   | 78.4     |   | 52.7     |   |
|                                                                             |   |     |   |     |   |
| Investing  activities                                                            |   |     |   |     |   |
| Additions  to property, plant and equipment                                      |   | (18.3    | )      | (30.0    | )      |
| Changes  in construction payables                                                |   | (5.0     | )      | 0.4      |   |
|                                                                             |   |     |   |     |   |
|                                                                             |   | (23.3    | )      | (29.6    | )      |
|                                                                             |   |     |   |     |   |
| Financing  activities                                                            |   |     |   |     |   |
| Revolving  Credit Facility                                                       |   | —   |   | (137.0   | )      |
| 364-Day  Facility                                                                |   | 30.0     |   | 99.0     |   |
| Three-year  term facility                                                        |   | (42.0    | )      | 105.0    |   |
| Issuance  of / (repayments to) General Partner and affiliates, net               |   | 5.5      |   | (124.7   | )      |
| Proceeds  from unit issuance, net                                                |   | —   |   | 90.8     |   |
| Distributions  to partners                                                       |   | (37.2    | )      | (32.6    | )      |
| Minority  interest                                                               |   | —   |   | (0.1     | )      |
| Other                                                                            |   | (1.2     | )      | (1.4     | )      |
|                                                                             |   |     |   |     |   |
|                                                                             |   | (44.9    | )      | (1.0     | )      |
|                                                                             |   |     |   |     |   |
| Increase  in cash and cash equivalents                                           |   | 10.2     |   | 22.1     |   |
|                                                                             |   |     |   |     |   |
| Cash  and cash equivalents at beginning of period                                |   | 60.3     |   | 40.2     |   |
|                                                                             |   |     |   |     |   |
| Cash  and cash equivalents at end of period                                      |   | $        | 70.5   |     | $      | 62.3 |   |

 

The accompanying notes tothe Consolidated Financial Statements are an integral part of these statements.

 

3

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***ENBRIDGE ENERGY PARTNERS, L.P.***

***CONSOLIDATED STATEMENTS OF FINANCIAL POSITION***

 

*(dollarsin millions)*

 
|                                                                                         |   | **March 31,  2003** |    | **December  31,  2002** |   |
|----------------------------------------------------------------------------------------------|--------|---------------------|---------|-------------------------|--------|
|                                                                                         |   | **(unaudited)**     |    |                    |   |
| ***ASSETS***                                                                                 |   |                |    |                    |   |
|                                                                                         |   |                |    |                    |   |
| Current  assets                                                                              |   |                |    |                    |   |
| Cash  and cash equivalents                                                                   |   | $                   | 70.5    |                    | $      | 60.3 |   |
| Due  from General Partner and affiliates                                                     |   | 8.3                 |    | —                  |   |
| Trade  receivables, net of allowance for doubtful accounts of $4.1 in 2003; $3.7 in  2002    |   | 349.0               |    | 206.9                   |   |
| Accounts  receivable and other                                                               |   | 25.7                |    | 20.7                    |   |
| Oil  overage balance                                                                         |   | 0.1                 |    | —                  |   |
| Materials  and supplies                                                                      |   | 8.8                 |    | 9.6                     |   |
|                                                                                         |   | 462.4               |    | 297.5                   |   |
| Property,  plant and equipment, net                                                          |   | 2,249.4             |    | 2,253.3                 |   |
| Other  assets, net                                                                           |   | 41.8                |    | 43.0                    |   |
| Goodwill                                                                                     |   | 239.3               |    | 241.1                   |   |
|                                                                                         |   |                |    |                    |   |
|                                                                                         |   | $                   | 2,992.9 |                    | $      | 2,834.9 |   |
|                                                                                         |   |                |    |                    |   |
| ***LIABILITIES AND PARTNERS’ CAPITAL***                                                 |   |                |    |                    |   |
|                                                                                         |   |                |    |                    |   |
| Current  liabilities                                                                         |   |                |    |                    |   |
| Due  to General Partner and affiliate                                                        |   | $                   | —  |                    | $      | 12.5 |   |
| Accounts  payable and other                                                                  |   | 159.3               |    | 146.5                   |   |
| Oil  shortage balance                                                                        |   | —              |    | 3.2                     |   |
| Accrued  gas purchases                                                                       |   | 304.8               |    | 142.1                   |   |
| Interest  payable                                                                            |   | 19.2                |    | 7.0                     |   |
| Property  and other taxes payable                                                            |   | 17.6                |    | 16.3                    |   |
| Current  maturities and short-term debt *(Note 4)*                                           |   | 273.0               |    | 31.0                    |   |
|                                                                                         |   | 773.9               |    | 358.6                   |   |
|                                                                                         |   |                |    |                    |   |
| Long-term  debt *(Note 4)*                                                                   |   | 757.4               |    | 1,011.4                 |   |
| Loans  from General Partner and affiliates                                                   |   | 449.6               |    | 444.1                   |   |
| Environmental  liabilities                                                                   |   | 5.6                 |    | 5.6                     |   |
| Deferred  credits                                                                            |   | 40.9                |    | 23.2                    |   |
| Minority  interest                                                                           |   | 0.4                 |    | 0.4                     |   |
|                                                                                         |   | 2,027.8             |    | 1,843.3                 |   |
|                                                                                         |   |                |    |                    |   |
| Partners’  capital                                                                      |   |                |    |                    |   |
| Class  A common units (Units authorized and issued – 31,313,634 in 2003 and 2002)       |   | 595.0               |    | 604.8                   |   |
| Class  B common unitholders (Units authorized and issued – 3,912,750 in 2003 and  2002) |   | 47.8                |    | 48.7                    |   |
| i-units  (Units authorized and issued - 9,454,342 in 2003 and 9,228,655 in 2002)             |   | 341.2               |    | 335.6                   |   |
| General  Partner                                                                             |   | 19.1                |    | 18.8                    |   |
| Accumulated  other comprehensive loss                                                        |   | (38.0               | )       | (16.3                   | )      |
|                                                                                         |   | $                   | 965.1   |                    | $      | 991.6 |   |
|                                                                                         |   |                |    |                    |   |
|                                                                                         |   | $                   | 2,992.9 |                    | $      | 2,834.9 |   |

 

The accompanying notes tothe Consolidated Financial Statements are an integral part of these statements.

 

4

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***ENBRIDGE ENERGY PARTNERS, L.P.***

***CONSOLIDATED STATEMENT OF PARTNERS’ CAPITAL***

 

*(unaudited;dollars in millions)*

 
|                                                 |   | **Units**  |   | **Amount** |   |
|------------------------------------------------------|--------|------------|--------|------------|--------|
|                                                 |   |       |   |       |   |
| **Class A Units:**                                   |   |       |   |       |   |
| Beginning  balance at December 31, 2002              |   | 31,313,634 |   | $          | 604.8  |   |
| Net  income allocation                               |   | —     |   | 19.2       |   |
| Allocation  of net proceeds from unit issuance       |   | —     |   | —     |   |
| Distributions  to partners                           |   | —     |   | (29.0      | )      |
| Ending  balance at March 31, 2003                    |   | 31,313,634 |   | 595.0      |   |
|                                                 |   |       |   |       |   |
| **Class B Units:**                                   |   |       |   |       |   |
| Beginning  balance at December 31, 2002              |   | 3,912,750  |   | 48.7       |   |
| Net  income allocation                               |   | —     |   | 2.7        |   |
| Allocation  of net proceeds from unit issuance       |   | —     |   | —     |   |
| Distributions  to partners                           |   | —     |   | (3.6       | )      |
| Ending  balance at March 31, 2003                    |   | 3,912,750  |   | 47.8       |   |
|                                                 |   |       |   |       |   |
| **i-units:**                                         |   |       |   |       |   |
| Beginning  balance at December 31, 2002              |   | 9,228,655  |   | 335.6      |   |
| Net  income allocation                               |   | —     |   | 5.8        |   |
| Allocation  of net proceeds from unit issuance       |   | —     |   | (0.2       | )      |
| Distributions  to partners                           |   | 225,687    |   | —     |   |
| Ending  balance at March 31, 2003                    |   | 9,454,342  |   | 341.2      |   |
|                                                 |   |       |   |       |   |
| **General Partner:**                                 |   |       |   |       |   |
| Beginning  balance at December 31, 2002              |   | —     |   | 18.8       |   |
| Net  income allocation                               |   | —     |   | 4.9        |   |
| Allocation  of net proceeds from unit issuance       |   | —     |   | —     |   |
| General  Partner contribution                        |   | —     |   | —     |   |
| Distributions  to partners                           |   | —     |   | (4.6       | )      |
| Ending  balance at March 31, 2003                    |   | —     |   | 19.1       |   |
|                                                 |   |       |   |       |   |
| **Accumulated other comprehensive loss:**            |   |       |   |       |   |
| Beginning  balance at December 31, 2002              |   | —     |   | (16.3      | )      |
| Unrealized  loss on derivative financial instruments |   | —     |   | (21.7      | )      |
| Ending  balance at March 31, 2003                    |   | —     |   | (38.0      | )      |
|                                                 |   |       |   |       |   |
| Total  Partners’ Capital at March 31, 2003      |   | 44,680,726 |   | $          | 965.1  |   |

 

The accompanying notes tothe Consolidated Financial Statements are an integral part of these statements.

 

5

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***NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT******S (unaudited)***

 

*1.***              Basis of Presentation**

The accompanyingunaudited consolidated financial statements have been prepared in accordancewith accounting principles generally accepted in the United States of Americafor interim financial information and with the instructions to Form 10-Q andRule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotesrequired by generally accepted accounting principles for complete financialstatements.  In the opinion ofmanagement, they contain all adjustments, consisting only of normal recurringadjustments, which management considers necessary to present fairly thefinancial position as at March 31, 2003 and December 31, 2002; the results ofoperations for the three month periods ended March 31, 2003 and 2002; and cashflows for the three month periods ended March 31, 2003 and 2002. The results ofoperations for the three months ended March 31, 2003 should not be taken asindicative of the results to be expected for the full year, due to seasonalityof portions of the natural gas business and maintenance activities.  The interim financial statements should beread in conjunction with Enbridge Energy Partners, L.P.’s (the “Partnership”)consolidated financial statements and notes thereto presented in thePartnership’s 2002 Annual Report on Form 10-K.

 

*2.*              **Net Income per Unit**

Netincome per unit is computed by dividing net income, after deduction of theGeneral Partner’s allocation, by the weighted average number of Class A andClass B Common Units and i-units outstanding. The General Partner’s allocation is equal to an amount based upon itsgeneral partner interest, adjusted to reflect an amount equal to incentivedistributions and an amount required to reflect depreciation on the GeneralPartner’s historical cost basis for assets contributed on formation of thePartnership.  Net income per unit wasdetermined as follows.

 

(in millions; except perunit amounts)

 
| **Period ended March 31,**                                            |   | **2003** |   | **2002** |   |
|-----------------------------------------------------------------------|--------|----------|--------|----------|--------|
| Net income                                                            |   | $        | 32.6   |     | $      | 17.7 |   |
|                                                                  |   |     |   |     |   |
| Net income allocated to General Partner                               |   | (0.7     | )      | (0.2     | )      |
| Incentive distributions and historical cost  depreciation adjustments |   | (4.2     | )      | (3.0     | )      |
|                                                                  |   |     |   |     |   |
|                                                                  |   | (4.9     | )      | (3.2     | )      |
|                                                                  |   |     |   |     |   |
| Net income allocable to Common Units and i-units                      |   | $        | 27.7   |     | $      | 14.5 |   |
|                                                                  |   |     |   |     |   |
| Weighted average units outstanding                                    |   | 44.6     |   | 33.7     |   |
|                                                                  |   |     |   |     |   |
| Net income per unit                                                   |   | $        | 0.62   |     | $      | 0.43 |   |

 

*3.***              Depreciation**

Based on a third-partystudy commissioned by management, revised depreciation rates for the LakeheadSystem were implemented effective January 1, 2003, which represent the expectedremaining service life of the pipeline system. The third-party study will befiled with the Federal Energy Regulatory Commission (“FERC”) to conformregulatory and financial accounting depreciation rates of the Lakehead System.Depreciation expense for the three months ended March 31, 2003 was $3.1 millionlower than it would have been using previous depreciation rates.  The annual composite rate changed from 3.9%to 3.22%.

 

*4.***              CreditFacilities**

On January 24, 2003, the Partnership amended andrestated the terms of its two unsecured revolving credit facilities. The newfacilities consist of the amended and restated $300 million three-yearfacility, which matures in 2006, subject to extension as provided in thefacility, and the amended and restated $300

 

6

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million 364-day facility, which matures in 2004,subject to a one-year term out option and extension as provided in thefacility. The Partnership is the sole borrower under the new facilities andthere are no guarantees of the obligations under either facility. The amendedand restated terms of the facilities are substantially similar to the originalfacilities with the exception of certain amendments to the covenants.  Among other changes, under the newfacilities, the Partnership must maintain a minimum interest coverage ratio asdefined in the amended and restated terms of the facilities, of 2.75 to 1.00,as of the end of each fiscal quarter and is no longer required to maintain aparticular credit rating. Although subsidiaries may incur debt with certainrestrictions and limitations under the new facilities, the Partnership expectsto provide funding to its subsidiaries. As at March 31, 2003, $242.0 millionrelated to the 364-day facility and $210.0 million related to the three-yearfacility were outstanding.

 

*5.***              Segment Information**

ThePartnership’s business is divided into operating segments, defined ascomponents of the enterprise about which financial information is available andevaluated regularly by the Partnership in deciding how to allocate resources toan individual segment and in assessing performance of the segment.

 

The Partnership’s reportable segments are based onthe type of business activity and management control. Each segment is managedseparately because each business requires different operating strategies. ThePartnership has five reportable business segments: Liquids Transportation,Natural Gas Transportation, Gathering and Processing, Marketing and Corporate.

 

Due to the purchase of natural gas assets inOctober 2002, the Partnership changed the organization of its business segmentseffective in the fourth quarter of 2002. Prior to the fourth quarter of 2002, the Partnership reportedTransportation as one segment, which consisted of receipt and delivery of crudeoil, liquid hydrocarbons, natural gas and natural gas liquids. These activitiesare now reported within 3 segments – Liquids Transportation, Natural GasTransportation and Gathering and Processing. Prior period segment results havebeen restated to conform to the Partnership’s current organization.

 

Thefollowing tables present certain financial information relating to thePartnership’s business segments as of or for the quarters ended March 31, 2003and 2002.

 
|                                         |   | **As of and  for the Quarter Ended March 31, 2003** |    |
|----------------------------------------------|--------|-----------------------------------------------------|---------|
| **(dollars in millions)**                    |   | **Liquids  Transportation**                         |    | **Natural Gas  Transportation** |   | **Gathering and  Processing** |   | **Marketing** |   | **Corporate** |   | **Total** |   |
| Operating revenues                           |   | $                                                   | 85.4    |   | $ | 29.5 |   | $ | 502.3 |   | $ | 278.9 |   | $ | — |   | $ | 896.1 |   |
| Power                                        |   | 12.7                                                |    | — |   | — |   | — |   | — |   | 12.7 |   |
| Cost of natural gas                          |   | —                                              |    | 15.4 |   | 465.0 |   | 273.1 |   | — |   | 753.5 |   |
| Operating and administrative                 |   | 26.4                                                |    | 5.7 |   | 19.0 |   | 0.4 |   | 1.1 |   | 52.6 |   |
| Depreciation and amortization                |   | 14.4                                                |    | 3.4 |   | 5.6 |   | — |   | — |   | 23.4 |   |
| Operating income                             |   | 31.9                                                |    | 5.0 |   | 12.7 |   | 5.4 |   | (1.1 | ) | 53.9 |   |
| Interest and other income                    |   | —                                              |    | — |   | — |   | — |   | — |   | — |   |
| Interest expense                             |   | —                                              |    | — |   | — |   | — |   | (21.3 | ) | (21.3 | ) |
| Minority interest                            |   | —                                              |    | — |   | — |   | — |   | — |   | — |   |
| Net income                                   |   | $                                                   | 31.9    |   | $ | 5.0 |   | $ | 12.7 |   | $ | 5.4 |   | $ | (22.4 | ) | $ | 32.6 |   |
| Total assets                                 |   | $                                                   | 1,496.2 |   | $ | 421.9 |   | $ | 750.7 |   | $ | 269.0 |   | $ | 55.1 |   | $ | 2,992.9 |   |
| Goodwill                                     |   | —                                              |    | 72.9 |   | 146.1 |   | 20.3 |   | — |   | 239.3 |   |
| Capital expenditures(excluding acquisitions) |   | $                                                   | 4.9     |   | $ | 1.3 |   | $ | 11.2 |   | $ | — |   | $ | 0.9 |   | $ | 18.3 |   |

 

 
|                                         |   | **As of and for the Quarter Ended  March 31, 2002** |          |
|----------------------------------------------|--------|-----------------------------------------------------|---------------|
| **(dollars in  millions)**                   |   | **Liquids  Transportation**                         |          | **Natural Gas  Transportation** |   | **Gathering and  Processing** |   | **Marketing** |   | **Corporate** |   | **Total** |   |
| Operating revenues                           |   | $                                                   |  82.6    |   | $ |  — |   | $ |  99.2 |   | $ |  — |   | $ |  — |   | $ |  181.8 |   |
| Power                                        |   | 13.6                                                |          | — |   | — |   | — |   | — |   | 13.6 |   |
| Cost of natural gas                          |   | —                                              |          | — |   | 89.6 |   | — |   | — |   | 89.6 |   |
| Operating and administrative                 |   | 22.7                                                |          | — |   | 4.9 |   | — |   | 0.2 |   | 27.8 |   |
| Depreciation and amortization                |   | 15.9                                                |          | — |   | 2.4 |   | — |   | — |   | 18.3 |   |
| Operating income                             |   | 30.4                                                |          | — |   | 2.3 |   | — |   | (0.2 | ) | 32.5 |   |
| Interest and other income                    |   | —                                              |          | — |   | — |   | — |   | 0.1 |   | 0.1 |   |
| Interest expense                             |   | —                                              |          | — |   | — |   | — |   | (14.7 | ) | (14.7 | ) |
| Minority interest                            |   | —                                              |          | — |   | — |   | — |   | (0.2 | ) | (0.2 | ) |
| Net income                                   |   | $                                                   |  30.4    |   | $ |  — |   | $ |  2.3 |   | $ |  — |   | $ |  (15.0 | ) | $ |  17.7 |   |
| Total assets                                 |   | $                                                   |  1,407.4 |   | $ |  — |   | $ |  275.2 |   | $ |  — |   | $ |  — |   | $ |  1,682.6 |   |
| Goodwill                                     |   | —                                              |          | — |   | 15.0 |   | — |   | — |   | 15.0 |   |
| Capital expenditures(excluding acquisitions) |   | $                                                   |  26.6    |   | $ |  — |   | $ |  3.4 |   | $ |  — |   | $ |  — |   | $ |  30.0 |   |

 

*6.***              Comparative Amounts**

Certain reclassificationshave been made to the prior period’s reported amounts to conform to theclassifications used in the 2003 consolidated financial statements.  These reclassifications have no impact onnet income.

 

7

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***ITEM 2.******                         MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS***

 

## **Results of Operations**

 

Net income for the firstquarter of 2003 was $32.6 million, or $0.62 per unit, compared with $17.7million, or $0.43 per unit, for the first quarter of 2002.  The increase in net income was primarily dueto the inclusion of the Midcoast System results in 2003.  The comparable numbers for the first quarterof 2002 did not include earnings from the Midcoast System, as these assets werepurchased in the fourth quarter of 2002. Earningsper unit were higher due to increased net income, offset partially by a greaternumber of units outstanding.  Theweighted-average number of Common Units outstanding increased from 33.7 millionfor the first quarter of 2002 to 44.6 million for first quarter of 2003,primarily due to the i-unit issuance in October 2002.

 

The following tablereflects income by business segment and corporate charges for each of thequarters ended March 31, 2003 and 2002.

 
| **(unaudited;  dollars in millions)**    |   | **2003** |   | **2002** |   |
|------------------------------------------|--------|----------|--------|----------|--------|
|                                     |   |     |   |     |   |
| **Operating Income**                     |   |     |   |     |   |
| Liquids  Transportation                  |   | $        | 31.9   |     | $      | 30.4 |   |
| Natural  Gas Transportation              |   | 5.0      |   | —   |   |
| Gathering  and Processing                |   | 12.7     |   | 2.3      |   |
| Marketing                                |   | 5.4      |   | —   |   |
| Corporate,  operating and administrative |   | (1.1     | )      | (0.2     | )      |
| **Total Operating Income**               |   | 53.9     |   | 32.5     |   |
| Corporate                                |   | (21.3    | )      | (14.8    | )      |
| **Net Income**                           |   | $        | 32.6   |     | $      | 17.7 |   |

 

***Liquids Transportation***

 

*Operatingincome. *Operatingincome for the first quarter of 2003 was $31.9 million compared with $30.4million for 2002.  Operating income washigher in 2003 compared with 2002 primarily due to higher revenues, partiallyoffset by higher operating expenses.

 

*Operatingrevenue. *Operatingrevenue for the first quarter of 2003 was $85.4 million compared with $82.6million in 2002.  Operating revenue washigher in 2003 compared to 2002 due to increased average tariffs and deliverieson both the Lakehead and North Dakota systems. Average tariffs were higher due to the positive FERC indexed-tariffadjustment effective July 1, 2002.  Aswell, the amount of heavy oil transported on the Lakehead System, whichattracts a higher tariff, was higher in 2003 compared to 2002.

 

*Deliveries. *Deliveries on the LakeheadSystem averaged 1.326 million barrels per day (“bpd”) for the first quarter of2003 compared with 1.314 million bpd in the first quarter of 2002.  ThePartnership anticipates that deliveries will improve over the second half of2003 to average between 1.37 and 1.47 million bpd on a full-year basis.  Deliveries on the North Dakota System averagedapproximately 72 thousand bpd on the trunkline and approximately 7.6 thousandbpd on the gathering system for the first quarter of 2003.  This compares with approximately 64 thousandbpd on the trunkline and approximately 8.1 thousand bpd on the gathering systemfor the first quarter of 2002.

 

*Operating and administrative expenses. *Operating and administrative expenses were $26.4 million for the firstquarter of 2003 compared with $22.7 million in the first quarter of 2002.  Operating and administrative expenses werehigher in 2003 compared to 2002 primarily due to costs associated with thecleanup and 

 

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remediationof a leak that occurred in January 2003, of approximately $3.5 million.  Total costs of the leak are expected toapproximate $4.0 million.

 

*Depreciation expense. *Depreciationexpense was $14.4 million for the first quarter of 2003 compared with $15.9million in the first quarter of 2002.  Thedecrease was due to revised depreciation rates on the Lakehead System that willbe filed with FERC to be effective on January 1, 2003, to better represent theexpected remaining service life of the pipeline system. Depreciation expensefor the three-months ended March 31, 2003, was $3.1 million lower than it wouldhave been under previous depreciation rates.

 

## ***Natural Gas Transportation***

 

The Natural GasTransportation segment was established upon the acquisition of the MidcoastSystem on October 17, 2002.  Thissegment’s results of operations are included in the Partnership’s results sincethat date and, therefore, there is no comparative data for prior periods.

 

Natural GasTransportation assets contributed $5.0 million to operating income during thequarter.  Performance of the Natural GasTransportation segment is largely dependent upon revenues derived from reservedpipeline capacity.  There were nosignificant changes in reserved pipeline capacity during the quarter. CertainNatural Gas Transportation systems are sensitive to volume fluctuations.  During the quarter, the Partnership's UTOSsystem experienced lower than expected natural gas volume, as supply wasdiverted to competing pipelines due to the unusually high natural gas prices inmarkets accessed by the competing pipeline systems.  The UTOS system supply diversion had a relatively minor impact onresults of operations for the first quarter of 2003.

 

The table below indicatesthe first quarter 2003 average daily volumes, as well as total capacityreserved at March 31, 2003, for the major assets on the Partnership’s NaturalGas Transportation segment in millions of British thermal units per day(“Mmbtu/d”).

 
|                                          |   | **Average Mmbtu/d** |   | **Capacity** |   | **Reserved** |   |
|-----------------------------------------------|--------|---------------------|--------|--------------|--------|--------------|--------|
| **Major Natural Gas Transportation Systems:** |   |                |   |         |   |         |   |
| MidLa  Pipeline                               |   | 120                 |   | 200          |   | 79           | %      |
| AlaTenn  Pipeline                             |   | 82                  |   | 200          |   | 52           | %      |
| UTOS  Pipeline                                |   | 248                 |   | 1,200        |   | —       |   |
| Kansas  Pipeline                              |   | 75                  |   | 160          |   | 97           | %      |
| Bamagas  Pipeline                             |   | 11                  |   | 450          |   | 61           | %      |
| **Other  Major Intrastates**                  |   | 184                 |   | 625          |   | Up to 48     | %      |
| Total                                         |   | 720                 |   | 2,835        |   |         |   |

 

***Gathering and Processing***

 

The East Texas System wasacquired on November 30, 2001, and the remaining gathering and processingsystems were purchased as part of the Midcoast System acquisition on October17, 2002. Therefore, comparative results for 2002 include only the results ofoperations from the East Texas System.

 

Operating income for theEast Texas System was $4.0 million for the first quarter of 2003 compared with$2.3 million for the first quarter of 2002. The increase of $1.7 million was primarily due to higher volumes and theabsence of a treating plant maintenance shutdown that occurred during the firstquarter of 2002.  Volume on the EastTexas System has increased from 427 Mmbtu/d during the first quarter of 2002 to483 Mmbtu/d during the first quarter of 2003. This increase in volume is due tohigher natural gas production and new producer drilling in the East Texasarea.  During the first quarter of 2003,operating income was negatively impacted by approximately $1.5 million incharges associated with non-cash revaluation expenses recognized on natural gasoperational balancing agreements (“OBA’s”), which were the result of unusuallyhigh natural gas prices during this period. Volatility in natural gas pricescan impact the operating income of this segment making processing non-economicon certain facilities where processing is

 

9

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mandatory as a result ofdownstream pipeline quality specifications. Natural gas price changes will also impact contractual in-kind naturalgas OBA’s that are revalued monthly at market prices.  Unusually cold weather can negatively impact the production ofnatural gas, however, operations personnel overcame difficult conditions duringthe quarter and significant operational outages were avoided.  Due to expected moderation of natural gasprices, results for the East Texas System are anticipated to improve in thesecond quarter of 2003.  Moderation ofnatural gas prices since March 2003 is anticipated to modestly improveprocessing margins compared with the first quarter.  In addition, a significant portion of the OBA revaluation expensewill reverse as a result of lower natural gas prices.

 

The remaining Gatheringand Processing assets were also impacted by unusual volatility in natural gasprices during the quarter.  Negativeprocessing margins and non-cash OBA charges on the Anadarko system wereapproximately $1.4 million.  Weakerperformance on the Anadarko system was partially offset by positive performanceon other assets, including the DPI trucking unit, the South Texas and Harmonysystems.  The DPI trucking unitbenefited from stronger commodity prices and improved demand for propane andother liquid hydrocarbons. Volumes of natural gas and favorable commoditypricing positively impacted the performance of the South Texas system. Thissystem benefited from contract structures that increased margins associatedwith intra-month price volatility. Volumes of natural gas on the NortheastTexas system have stabilized due to recent supply additions and expectationsare for modest increases in supply during 2003.

 

*Volumes. *The following tableindicates the average daily volume for each of the major systems in thePartnership’s Gathering and Processing segment during the first quarter of 2003and 2002, in Mmbtu/d.

 

| **Gathering Systems:**  |   | **2003** |   | **2002** |   |
|-------------------------|--------|----------|--------|----------|--------|
| East  Texas System      |   | 427      |   | 383      |   |
| Anadarko                |   | 235      |   | N/A      |   |
| Northeast  Texas System |   | 136      |   | N/A      |   |
| Tilden                  |   | 36       |   | N/A      |   |
| Total                   |   | 834      |   | 383      |   |

 

***Marketing***

 

The Marketing segment wasestablished upon the acquisition of the Midcoast System on October 17,2002.  This segment’s results ofoperations are included in the Partnership’s results since that date, andtherefore there is no comparative data for prior periods.

 

During the first quarterof 2003, operating income was $5.4 million. Operating performance in theMarketing segment is seasonal in nature with the first and fourth quarterstypically being the strongest. Strong first quarter segment results in 2003were due to the ability to optimize natural gas supply to areas of strongestdemand and margin within the Partnership’s operational area. Due to the unusualvolatility in the quarter, margins on natural gas sales were stronger thanobserved in recent heating seasons. This was due to the unusually cold weather,lower volumes of natural gas in storage, and generally, a tighter supply ofnatural gas in North America.  Resultsof the Marketing segment also include the positive impact of a non-recurringgain of approximately $1.5 million due to the settlement of a disputedamount.  Results were stronger thananticipated during the first quarter, due to the unusual market conditions andshould not be taken as indicative of future results. During the quarter, highnatural gas prices resulted in unusually large natural gas payable andreceivable balances being associated with this segment. Customer credit ismonitored closely, particularly during periods of volatility, and exceptions tocredit limits are closely monitored and are routinely reported to SeniorManagement.

 

***Corporate***

 

Interest expense was$21.3 million in the first quarter of 2003 compared with $14.7 million in2002.  The increase was due to higherdebt in 2003 related to the purchase of natural gas assets in October 2002.

 

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**Liquidity and Capital Resources**

 

The Partnership believesthat it will continue to have adequate liquidity to fund future recurringoperating and investing activities.  The primary cash requirements for the Partnershipconsist of normal operating expenses, maintenance and expansion capitalexpenditures, debt service payments, distributions to partners and acquisitionsof new businesses. Short-term cash requirements, such as operating expenses,maintenance capital expenditures and quarterly distributions to partners, areexpected to be funded by operating cash flows. Long-term cash requirements for expansion projects and acquisitions areexpected to be funded by several sources, including cash flows from operatingactivities, borrowings under bank credit facilities, i-unit payment in-kinddistributions in lieu of cash and the issuance of additional equity and debtsecurities, including common units and i-units. The Partnership’sability to complete future debt and equity offerings and the timing of any suchofferings will depend on various factors, including prevailing marketconditions, interest rates and the financial condition of the Partnership andits credit rating at the time.

 

Duringthe first quarter of 2003, working capital, or current assets ($462.4 million) less current liabilities ($773.9million), decreased by $250.4 million to $(311.5) million, primarily due to theincrease in current maturities and short-term debt.  The increase relates to the 364-Day Facility, which becomes duein January 2004.  To the extent that anoutstanding balance exists at maturity, the Partnership anticipates refinancingthrough an extended or renegotiated credit facility.

 

At March 31, 2003, cashand cash equivalents totaled $70.5 million, as compared to $60.3 million atDecember 31, 2002.  Of this $70.5million, $37.4 million ($0.925 per unit) will be used for the cash distributionpayable May 15, 2003, and $8.7 million relating to the  i-units, will be retained by the Partnershipfor use in its business. The remaining $24.4 million is available for futurecash distributions, capital expenditures or other business needs.

 

Cash flow from operatingactivities for first quarter 2003 was $78.4 million, as compared with $52.7million for the same period last year. Cash flow from operating activities increased primarily due to highernet income.

 

The Partnershipanticipates spending approximately $54 million for pipeline systemenhancements, $27 million for core maintenance and $42 million for LakeheadSystem expansion projects in 2003. Excluding major expansion projects, ongoing capital expenditures areexpected to average approximately $60 million on an annual basis (approximately45% for core maintenance and 55% for enhancement of the systems).  Core maintenance activities, such as thereplacement of equipment and planned major maintenance programs, will beundertaken to enable the Partnership’s systems to continue to operate at theirmaximum operating capacity. Enhancements to the systems, such as renewal and replacement of pipe,are expected to extend the life of the systems, reduce costs or enhancerevenues and permit the Partnership to respond to developing industry andgovernment standards and the changing service expectations of its customers.The Partnership continuously evaluates capital projects that may impact theamounts noted in this paragraph.

 

## **General**

 

***Regulatory Issues***

 

On March 31, 2003, EnbridgeEnergy, Limited Partnership (“Lakehead Partnership”), a subsidiary of thePartnership, filed a new tariff with the Federal Energy Regulatory Commission(“FERC”), that took effect May 1, 2003. This new tariff reflects the annualcalculation of the SEP II surcharge, including a forecast cost of service forSEP II for 2003 and an adjustment to actuals for 2002 based on final costs anddeliveries.  The revenue requirementused to calculate the SEP II surcharge for 2003 is $49.6 million, which isapproximately $3.1 million less than the 2002 revenue requirement, and resultsin a decrease in the surcharge of approximately US $0.02/bbl for light movementsbetween the International Border and Chicago. The SEP II surcharge allows theLakehead Partnership to recover the cost of service for SEP II

 

11

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facilities and earn a returnon its SEP II equity investment, which varies with the utilization of SEP IIcapacity on the Enbridge System.  During2003, the Lakehead Partnership will earn a 7.5% return on its SEP II equityinvestment, the minimum provided in the SEP II Tariff Agreement.

 

On February 24, 2003, theFERC issued an Order on Remand, which replaced the current annual index ofProducers Price Index for Finished Goods (“PPI”) less one percent with an indexof PPI without the minus one percent. The FERC is allowing current ceiling levels to increase to reflect PPIindexing from July 1, 2001.  The March31 filing reflects this change in indexing by increasing the indexed toll fromits current level by approximately 2%, or US $0.01/bbl for light movementsbetween the International Border and Chicago.

 

The net effect of the March31, 2003 filing is a decrease in tolls of approximately 1% or US $0.01/bbl forlight crude movements between the International Border and Chicago.

 

**Subsequent Events**

 

On April 14, 2003, the Lakehead System was temporarilyshut down when an oil leak was detected near Trail, Minnesota. It is estimatedthat 125 barrels of oil leaked into a remote area. Enbridge personnel workedwith local, state and federal agencies to investigate the incident andremediate the area. Clean up of the leak and repair of the pipeline has beencompleted. Total costs of remediation and repair are expected to approximate $1million.

 

On April 30, 2003, the Federal Energy RegulatoryCommission ("FERC") approved a draft order on rehearing in docketnumber CP02-141-001 regarding Transcontinental Gas Pipe Line Corporation's("Transco") request for authorization to abandon a portion of itssystem in the south Texas area and the sale of that portion of its system tothe Partnership. The FERC had previously approved the abandonment and sale,however, certain customers on the system and Transco had requested rehearing ofportions of the FERC's previous order. On rehearing, the FERC has reversed itsposition and denied the abandonment of the Transco South Texas system for saleto the Partnership. The Partnership is still evaluating the draft order,however, the FERC's order may prevent or delay the Partnership's acquisition ofthe South Texas system for $41 million.

 

 

***ITEM 3.******                         QUANTITATIVEAND QUALITATIVE DISCLOSURE ABOUT MARKET RISK***

 

The Partnership’sfinancial instrument market risk is impacted by changes in interest rates. ThePartnership’s exposure to movements in interest rates is managed through itslong-term debt ratio target, its allocation of fixed and floating rate debt andthe use of interest rate risk management agreements.  Information about the Partnership’s financial instruments, whichare sensitive to changes in interest rates has not changed from that presentedin the Partnership’s 2002 Annual Report on Form 10-K. Approximately $520million of the Partnership’s total outstanding debt carries a floating interestrate.  Of the $520 million, $100 millionhas been hedged with an interest rate swap effective through September 30,2003.

 

The Partnership’s earningsand cash flows associated with its Liquids Transportation systems are notsignificantly impacted by changes in commodity prices, as the Partnership doesnot own the crude oil and natural gas liquids ("NGLs") it transports.  However, the Partnership has commodity riskrelated to degradation losses associated with the fluctuating differentialsbetween the price of heavy crude oil relative to light crude oil.  Commodity prices have a significant impacton the underlying supply of, and demand for, crude oil and NGLs that thePartnership transports.

 

With the Partnership’sacquisition of the East Texas System on November 30, 2001, and the natural gasassets in October 2002, a portion of the Partnership’s earnings and cash flowsare exposed to movements in the prices of natural gas and NGLs.  The Partnership has entered into hedgetransactions to substantially mitigate exposure to movements in theseprices.  Pursuant to policies approvedby the Board of Directors of its General Partner, the Partnership may not enterinto derivative instruments for speculative purposes.  All financial derivative transactions must be undertaken withcreditworthy counterparties.  As atMarch 31, 2003, all financial counterparties were rated at least “A” by allmajor credit rating agencies.

 

***ITEM 4.******                         CONTROLSAND PROCEDURES***

 

ThePartnership and Enbridge Inc. maintain systems of disclosure controls andprocedures designed to provide reasonable assurance that the Partnership isable to record, process, summarize and report the information required in thePartnership’s annual and quarterly reports under the Securities Exchange Act of1934. Management of the Partnership has evaluated the effectiveness of ourdisclosure controls and procedures within 90 days prior to the filing dateof this report. Based upon that evaluation, our principal executive officer andprincipal financial officer concluded that our disclosure controls andprocedures are effective to accomplish their purpose. In conducting thisassessment, management of the Partnership relied on similar evaluationsconducted by employees of Enbridge Inc. affiliates who provide certaintreasury, accounting and other services on behalf of the Partnership. Nosignificant changes were made to our internal controls or other factors that couldsignificantly affect these controls subsequent to the date of their evaluation,nor were any corrective actions with respect to significant deficiencies andmaterial weaknesses necessary subsequent to that date.

 

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***PART II******- OTHER INFORMATION***

 

***ITEM 1******. LEGAL PROCEEDINGS***

 

The Partnership is aparticipant in various legal proceedings arising in the ordinary course ofbusiness.  Some of these proceedings arecovered, in whole or in part, by insurance. The Partnership believes that theoutcome of all these proceedings will not, individually or in the aggregate,have a material adverse effect on the financial condition of the Partnership.

 

For information regardingother legal proceedings arising in 2002 or with regard to which materialdevelopments were reported during 2002, see Part I. Item 3., “LegalProceedings,” in the Partnership’s Annual Report on Form 10-K for the yearended December 31, 2002.

 

***ITEM 6******. EXHIBITS AND REPORTS ON FORM 8-K***

 

a)              Exhibits

 

99.1 Certificationof Principal Executive Officer.

99.2 Certificationof Principal Financial Officer.

 

b)             Reportson Form 8-K

 

The Partnershipdid not file any reports on Form 8-K during the first quarter of 2003.

 

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**SIGNATURE**

 

Pursuant to therequirements of the Securities Exchange Act of 1934, the Registrant has dulycaused this report to be signed on its behalf by the undersigned thereunto dulyauthorized.

 
|   |                               |
|--------|------------------------------------|
|   | **ENBRIDGE ENERGY PARTNERS, L.P.** |
|   |                               | (Registrant) |
|   |                               |   |
|   | By:                                | Enbridge Energy  Management, L.L.C. |
|   |                               | as delegate of |
|   |                               | Enbridge Energy  Company, Inc. |
|   |                               | as General Partner |
|   |                               |   |
|   |                               |   |
|   | */s/**Mark A. Maki*                |   |
|   |                               | *Mark  A. Maki* |
|   |                               | *Vice  President, Finance* |
|   |                               | *(Duly Authorized Officer)* |
|   |                               |
|   |                               |   |
|   | Dated:  May 2, 2003           |   |
|        |                                    |  |  |  |  |  |

 

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**Sarbanes-Oxley Section 302(a)Certification**

 

I, DanC. Tutcher, certify that:

 

1.               Ihave reviewed this quarterly report on Form 10-Q of Enbridge Energy Partners,L.P.;

 

2.               Basedon my knowledge, this quarterly report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this quarterlyreport;

 

3.               Basedon my knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this quarterly report;

 

4.               Theregistrant’s other certifying officers and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and have:

 

a) designed suchdisclosure, controls and procedures to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this quarterly report is being prepared;

 

b) evaluated theeffectiveness of the registrant’s disclosure controls and procedures as of adate within 90 days prior to the filing date of this quarterly report (the“Evaluation Date”); and

 

c) presented in thisquarterly report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5.               Theregistrant’s other certifying officers and I have disclosed, based on our mostrecent evaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

 

a) all significantdeficiencies in the design or operation of internal controls which couldadversely affect the registrant’s ability to record, process, summarize andreport financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

 

b) any fraud, whether ornot material, that involves management or other employees who have asignificant role in the registrant’s internal controls; and

 

6.               Theregistrant’s other certifying officers and I have indicated in this quarterlyreport whether there were significant changes in internal controls or in otherfactors that could significantly affect internal controls subsequent to thedate of our most recent evaluation, including any corrective actions withregard to significant deficiencies and material weaknesses.

 

Date: May 2, 2003

 
| */s/ Dan C. Tutcher*                       |   |
|--------------------------------------------|--------|
| Dan C. Tutcher                             |
| President and Principal  Executive Officer |

 

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**Sarbanes-OxleySection 302(a) Certification**

 

I, Mark A. Maki, certifythat:

 

1.               Ihave reviewed this quarterly report on Form 10-Q of Enbridge Energy Partners,L.P.;

 

2.               Basedon my knowledge, this quarterly report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this quarterlyreport;

 

3.               Basedon my knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this quarterly report;

 

4.               Theregistrant’s other certifying officers and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and have:

 

a) designed suchdisclosure, controls and procedures to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this quarterly report is being prepared;

 

b) evaluated theeffectiveness of the registrant’s disclosure controls and procedures as of adate within 90 days prior to the filing date of this quarterly report (the“Evaluation Date”); and

 

c) presented in thisquarterly report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5.               Theregistrant’s other certifying officers and I have disclosed, based on our mostrecent evaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

 

a) all significantdeficiencies in the design or operation of internal controls which couldadversely affect the registrant’s ability to record, process, summarize andreport financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

 

b) any fraud, whether ornot material, that involves management or other employees who have asignificant role in the registrant’s internal controls; and

 

6.               Theregistrant’s other certifying officers and I have indicated in this quarterlyreport whether there were significant changes in internal controls or in otherfactors that could significantly affect internal controls subsequent to thedate of our most recent evaluation, including any corrective actions withregard to significant deficiencies and material weaknesses.

 

Date: May 2, 2003

 
| */s/ Mark A. Maki*                                        |   |
|-----------------------------------------------------------|--------|
| Mark A. Maki                                              |
| Vice President, Finance  and  Principal Financial Officer |

## ** **

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